On Dec. 23, 2023, Gov. Hochul signed the New York LLC Transparency Act (NYLTA), and, after some March 2024 amendments to address privacy issues and to extend the implementation date, the law will go into effect on Dec. 21, 2024.1 While the law is based upon the federal Corporate Transparency Act (CTA), it is not exactly the same in its applicability or reporting.
The NYLTA requires all New York limited liability companies, including exempt LLCs, in existence on Jan. 1, 2026, to file their initial reports on or before Dec. 31, 2026. All New York LLCs that file for formation or registration in New York on or after Jan. 1, 2026, will have thirty days from the date of formation or registration to file initial reports.
The NYLTA also requires LLCs’ beneficial ownership to be reported.2 As of now, New York State (NYS) is sending newly-organized entities forms to complete, immediately after creation of the entity, which require submission of the required ownership information to the State.
There are exemptions to the filing requirements and the NYLTA incorporates many of the CTA exemptions into the NYS law, including the “large operating company,” banking, and publicly- traded company exceptions. One difference in claiming an exemption under the NYLTA is that any LLC claiming an exemption must file a sworn attestation each year identifying the exemption and the facts supporting that claimed exemption.3 No such requirement exists under the CTA.
New York LLCs not claiming an exemption must report personal information about their “beneficial owners” and “applicants.”
The NYLTA defines “beneficial owner” as individuals who: (i) own or control at least 25% of the LLC; and/or (ii) exercise substantial control over the LLC,4 with “substantial control” being the following:
- Serving as a senior officer of the reporting company, including as CEO, COO, or general counsel;
- Having authority over the appointment or removal of senior officers or a majority of the board of directors;
- Directing, determining, or having substantial influence over important decisions made by the reporting company; or
- Holding any other form of substantial control over the reporting company.
“Applicants” are those persons who filed or directed the filing of papers with the Department of State to form the LLC or register it to do business in New York.
The personal information to be reported about beneficial owners and applicants is:
- Full legal name;
- Date of birth;
- Current home or business street address, as applicable; and
- An identifying number from a government-issued identification (i.e., driver’s license, passport, etc.).5
After the initial registration under the NYLTA, LLCs are required to file annual statements confirming or updating the following:
- Beneficial ownership disclosure information (non-exempt LLCs only);
- The street address of the LLC’s principal executive office;
- The LLC’s status as an exempt company, if applicable; and
- Such other information as may be designated by the Department of State.6
This differs from the CTA, which requires updating within 30 days of any changes, and reporting will be made electronically to the NYS Department of State.
The information reported is NOT generally available to the public, and all information will be maintained by NYS in a secure database, accessible only:
- At the written request of or by voluntary written consent of the beneficial owner;
- By court order;
- To officers or employees of another federal, state, or local government agency where disclosure is necessary for the agency to perform its official duties as required by statute or necessary to operate a program specifically authorized by law; or
- For a valid law enforcement purpose.7
Penalties for non-compliance include:
- Upon 30-days’ notice, automatic “suspension,” meaning the LLC may not conduct business in New York until it becomes compliant;8
- The Attorney General may assess a late fee of $500 per day of noncompliance;9 and
- The Attorney General may bring an action to dissolve or annul the authority of the non-compliant LLC to do business in New York if that entity remains non-compliant for two years or more.10
The NYLTA prohibits knowingly providing or attempting to provide false information by any individual, and the New York State Attorney General may bring an action to dissolve or cancel an LLC that provides false information.11
For guidance, please visit our Labor & Employment page or call us at 631-738-9100.
Thank you to Anna Sorto for her research and writing assistance.
1. N.Y. Limited Liab. Co. Law §§ 1106, 1107, and 1108.
2. N.Y. LTD. LIAB. CO. § 1107(d).
3. Id. § 1107(b).
4. Id. § 1106(a); See also Beneficial Ownership Information Reporting Requirements, 31 U.S.C.S. § 5336 (LexisNexis, LEXIS through Pub. L. No. 118-106).
5. Id. § 1107(a).
6. Id. § 1107(g).
7. Id. § 1107(f).
8. Id. § 1108(g).
9. Id. § 1108(a).
10. Id. § 1108(e).
11. Id.
